Zovighian Bernard J 4

What Happened

• Bernard J. Zovighian, CEO and director of Edwards Lifesciences (EW), exercised 25,350 stock options (strike $59.26) on 2026-02-12, paying about $1,502,157 to acquire those shares. He then sold a total of 22,430 shares in open-market transactions on 2026-02-12 for approximately $1,719,741 (weighted average sale prices reported).
• The filing also shows two gift transfers of 2,920 shares on 2026-02-13 (zero-dollar transactions). The Form 4 notes these changes reflect beneficial ownership only.

Key Details

• Exercise: 25,350 shares exercised at $59.26 per share; total cash paid ≈ $1,502,157 (listed as an acquired position).
• Open-market sales (both on 2026-02-12):
  • 2,532 shares sold at a weighted average $77.13 → proceeds ≈ $195,290 (F1: executed across trades $77.080–$77.225).
  • 19,898 shares sold at a weighted average $76.61 → proceeds ≈ $1,524,451 (F2: executed across trades $76.080–$77.075).
• Gifts: 2,920 shares disposed on 2026-02-13 (G) and 2,920 shares reported as acquired on the same date at $0 — filing treats these as gift transfers.
• Options background: The exercised options were granted May 8, 2019 under the company’s long‑term incentive plan and vest in four annual installments beginning one year after grant (F4).
• Shares owned after the transactions are not specified in the public summary of this filing.
• Filing timing: Form 4 was filed 2026-02-13 for transactions on 2026-02-12 and 02-13 (filed next day; not indicated as late).

Context

• This pattern — exercising vested options and then selling most of the resulting shares — is commonly used to cover the exercise cost and tax withholding; the filing shows exercise then subsequent market sales but does not state the reporting person’s intent.
• Gift transactions (zero-dollar transfers) are personal transfers and do not directly indicate market sentiment.
• The Form 4 remark notes it only reports changes in beneficial ownership; it does not list all securities the reporting person may hold.